<PAGE>
                                                              Exhibit 10.14


                         REGISTRATION RIGHTS AGREEMENT


      THIS REGISTRATION RIGHTS AGREEMENT ("Registration Rights Agreement"), 
entered into as of November 10, 1997, among GateField Corporation, a Delaware 
corporation with offices at 47100 Bayside Parkway, Fremont, California 94538 
(the "Company"), and the purchasers listed on Exhibit A (the "Purchasers").

                             W I T N E S S E T H:

      WHEREAS, pursuant to a Stock Purchase Agreement, dated as of November 
10, 1997 (the "Stock Purchase Agreement"), by and among the Company and the 
Purchasers, the Company has agreed to sell and the Purchasers have agreed to 
purchase an aggregate of (a) 1,000,000 shares of the Company's Series B 
Convertible Preferred Stock, $.10 par value (the "Preferred Stock"), 
convertible into up to 6,110,000 shares of the Company's common stock, $.10 
par value (the "Common Stock"), (b) Common Stock Purchase Warrants to 
purchase 997,751 shares of Common Stock at a purchase price of $1.00 per 
share (collectively, the "Warrants"), and (c) 4,582,500 shares of Common 
Stock.  The shares of Common Stock issued or issuable upon conversion of the 
Preferred Stock, the shares of Common Stock issued or issuable upon exercise 
of the Warrants, and the shares of Common Stock to be sold to the Purchasers 
pursuant to the Stock Purchase Agreement are collectively referred to herein 
as the "Shares."

      WHEREAS, pursuant to the terms of, and in partial consideration for, 
each of the Purchaser's agreement to enter into the Stock Purchase Agreement, 
the Company has agreed to provide each Purchaser with certain rights with 
respect to the registration of the Shares under the Securities Act of 1933;

      NOW, THEREFORE, in consideration of the mutual promises, 
representations, warranties, covenants and conditions set forth in the Stock 
Purchase Agreement and this Registration Rights Agreement, the Company and 
the Purchasers agree as follows:

      1.    CERTAIN DEFINITIONS. As used in this Registration Rights 
Agreement, the following terms shall have the following respective meanings. 
Other terms used herein which are defined in the Stock Purchase Agreement, 
shall have the same meanings herein as they do in the Stock Purchase 
Agreement.

      "Commission" or "SEC" shall mean the Securities and Exchange 
Commission, or any other Federal agency at the time administering the 
Securities Act.

      "Holder" shall include each of the Purchasers and any transferee of 
Preferred Stock, Warrants, Shares or Registrable Securities which have not 
been sold to the public, to whom the registration rights covered by this 
Registration Rights Agreement have been transferred in compliance with 
Section 12 of this Registration Rights Agreement.
<PAGE>

      "Registrable Securities" shall mean: (i) the shares of Common Stock 
issued or issuable upon conversion of the Preferred Stock, (ii) the shares of 
Common Stock issued pursuant to the Stock Purchase Agreement, (iii) the 
shares of Common Stock issued or issuable upon exercise of the Warrants, 
(iv) any shares of Common Stock, and any other securities, acquired by the 
Purchasers pursuant to Section 4.8 of the Stock Purchase Agreement, and 
(v) and any other shares of Common Stock issued in respect of such shares 
(because of stock splits, stock dividends, reclassifications, 
recapitalizations, or similar events).  Wherever reference is made in this 
Registration Rights Agreement to a request or consent of holders of a certain 
percentage of Registrable Securities, the determination of such percentage 
shall include shares of Common Stock issuable upon conversion or exercise of 
the Preferred Stock and the Warrant, if then exercisable, even if such 
conversion or exercise has not yet been effected.

      The terms "register," "registered" and "registration" shall refer to a 
registration effected by preparing and filing a registration statement with 
the Commission in compliance with the Securities Act and applicable rules and 
regulations thereunder, and the declaration or ordering of the effectiveness 
of such registration statement.

      "Registration Expenses" shall mean all expenses to be incurred by the 
Company in connection with each of the Purchaser's exercise of its 
registration rights under this Registration Rights Agreement, including, 
without limitation, all registration and filing fees, printing expenses, fees 
and disbursements of counsel for the Company, blue sky fees and expenses and 
the expenses of any special audits incident to or required by any such 
registration (but excluding the compensation of regular employees of the 
Company, which shall be paid in any event by the Company).

      "Registration Statement" shall mean a registration statement filed by 
the Company with the Commission for a public offering and sale of Common 
Stock (other than a registration statement on Form S-8 or Form S-4, or their 
successors, or any other form for a similar limited purpose, or any 
registration statement covering only securities proposed to be issued in 
exchange for securities or assets of another corporation).

      "Regulation D" shall mean Regulation D as promulgated pursuant to the 
Securities Act, and as subsequently amended.

      "Securities Act" shall mean the Securities Act of 1933, as amended.

      "Selling Expenses" shall mean all underwriting discounts and selling 
commissions, if any, applicable to the sale of Registrable Securities and all 
fees and disbursements of counsel for the Holder not included within 
"Registration Expenses."

      2.    THE REGISTRATION REQUIREMENTS. If and when requested by the 
Holders holding in the aggregate at least 30% of the Registrable Securities 
then held by the Holders, but not before October 31, 1998, the Company shall 
file, and use its reasonable best efforts to cause to become 

                                      2
<PAGE>

effective, as promptly as possible and in no event later than 60 days after 
the date of such request, one or more Registration Statements covering the 
resale of the Registrable Securities and shall take all action necessary to 
qualify the Registrable Securities under state "blue sky" laws as hereinafter 
provided; PROVIDED, HOWEVER, that the Company shall not be required to effect 
such registrations on more than two separate occasions.  The Company shall 
use its reasonable best efforts to effect the registration contemplated by 
the foregoing (including, without limitation, the execution of an undertaking 
to file amendments and post-effective amendments, appropriate qualification 
under and compliance with applicable blue sky or other state securities laws 
and appropriate compliance with applicable regulations issued under the 
Securities Act) and as would permit or facilitate the sale and distribution 
of all the Registrable Securities in all states reasonably requested by the 
Holder for purposes of maximizing the proceeds realizable by the Holder from 
such sale and distribution.  Such reasonable best efforts by the Company 
shall include, without limitation, the following:

      (a)    The Company shall file (i) Registration Statements with the
      Commission under the Securities Act registering the Registrable 
      Securities for public sale and shall use its reasonable best efforts to 
      cause such Registration Statements to become and remain effective for 
      the period of time set forth in Section 6 hereof, subject to the 
      provisions of Section 7 hereof; (ii) such blue sky filings as shall be 
      reasonably requested to permit such sales PROVIDED, HOWEVER, that the 
      Company shall not be required to register the Registrable Securities in 
      any jurisdiction that would subject it to general service of process in 
      any such jurisdiction where it is not then so subject or subject the 
      Company to any tax in any such jurisdiction where it is not then so 
      subject or require the Company to qualify to do business in any 
      jurisdiction where it is not then so qualified; and (iii) any required 
      filings with the National Association of Securities Dealers, Inc. 
      ("NASD") or exchange where the Registrable Securities are traded; all 
      as soon as practicable after demand is made pursuant to this Section 2. 
      The Company shall use its reasonable best efforts to have the 
      Registration Statements and other filings declared effective as soon 
      thereafter as may be practicable.

      (b)   The Company shall enter into such customary agreements (including
      a customary underwriting agreement with the underwriter or 
      underwriters, if any) and take all such other reasonable actions in 
      connection therewith in order to expedite or facilitate the disposition 
      of such Registrable Securities and in such connection, if the 
      Registrable Securities are to be sold in an underwritten offering, the 
      Company shall:

                   (i)    make such representations and warranties to the
            Holder and the underwriter or underwriters in form and substance 
            and scope as are customarily made by issuers to underwriters in 
            secondary underwritten offerings;

                   (ii)   cause to be delivered to the sellers of Registrable
            Securities and the underwriter or underwriters opinions of 
            general counsel to the Company, dated the effective day (or in 
            the case of an underwritten offering, dated the date of 

                                      3
<PAGE>

            delivery of any Registrable Securities sold pursuant thereto) of 
            the applicable Registration Statement, which counsel and opinions 
            (in form, scope and substance), shall be reasonably satisfactory 
            to the managing underwriter or underwriters and the appointed 
            representative or counsel of the Holder, addressed to the Holder 
            and each underwriter covering the matters customarily covered in 
            opinions requested in secondary underwritten offerings and such 
            other matters as may be reasonably requested by the Holder;

                   (iii)  cause to be delivered, immediately prior to the
            effectiveness of the applicable Registration Statement (and at 
            the time of delivery of any Registrable Securities sold pursuant 
            thereto), letters from the Company's independent certified public 
            accountants addressed to the Holder and each underwriter stating 
            that such accountants are independent public accountants within 
            the meaning of the Securities Act and the applicable published 
            rules and regulations thereunder, and otherwise in customary form 
            and covering such financial and accounting matters as are 
            customarily covered by letters of the independent certified 
            public accountants delivered in connection with secondary 
            underwritten public offerings;

                   (iv)   if an underwriting agreement is entered into, use
            its best efforts to cause the same to set forth indemnification 
            and contribution provisions and procedures which are no less 
            favorable to the Holder and the Company than those contemplated 
            by Sections 8 and 9 of this Registration Rights Agreement with 
            respect to all parties to be indemnified pursuant to such 
            sections; and

                   (v)    deliver such documents and certificates as may be
            reasonably requested by the Holder of the Registrable Securities 
            being sold or the managing underwriter or underwriters to 
            evidence compliance with clause (i) above and with any customary 
            conditions contained in the underwriting agreement, if any, or 
            other agreement entered into by the Company;

      the foregoing in this Section 2(b) shall be done at each closing under 
      any such underwriting or similar agreement or as to the extent required 
      thereunder.

      (c)   The Company shall make available for inspection and review by the
      Holder, a representative or representatives of the Holder, any 
      underwriter participating in any disposition pursuant to a Registration 
      Statement, and any attorney or accountant retained by such Holder or 
      underwriter, any such Registration Statement or amendment or supplement 
      or any blue sky, NASD or other filing, all financial and other records, 
      pertinent corporate documents and properties of the Company, as they 
      may reasonably request for the purpose, and cause the Company's 
      officers, directors and employees to supply all information reasonably 
      requested by any such representative, underwriter, attorney or 
      accountant in connection with such Registration Statement; PROVIDED, 
      HOWEVER, that the Holder shall first agree in writing with the Company 
      that any 

                                      4
<PAGE>

      information that is reasonably and in good faith designated by the 
      Company in writing as confidential at the time of delivery of such 
      information shall be kept confidential by the Holder and that the 
      Holder will use reasonable efforts to cause its representatives and 
      such other persons so to keep such information confidential, unless 
      (i) disclosure of such information is required by court or administrative
      order or is necessary to respond to inquiries of regulatory 
      authorities, (ii) disclosure of such information is required by law 
      (including any disclosure requirements pursuant to Federal securities 
      laws in connection with the filing of any Registration Statement or the 
      use of any prospectus referred to in this Registration Rights 
      Agreement), (iii) such information becomes generally available to the 
      public, other than as a result of a disclosure or failure to safeguard 
      by any such person, (iv) such information becomes available to any such 
      person from a source other than the Company and such source, to the 
      knowledge of such persons, is not bound by a confidentiality agreement 
      with the Company, or (v) such information was known to or is developed 
      by such persons without reference to such confidential information of 
      the Company.

      3.    UNDERWRITTEN DISTRIBUTION. If the Holder intends to distribute 
the Registrable Securities covered by a Registration Statement by means of an 
underwriting, the Holder shall so advise the Company and, subject to the 
provisions of Section 7 hereof, within 30 days of the date thereof and 
without limiting the generality of the other provisions hereof, the Company 
will prepare and file such amendment or amendments to the Registration 
Statement and make such other filings as may be necessary or appropriate to 
effect any such underwritten distribution.

      4.    MULTIPLE HOLDERS. Except as specifically provided herein, if 
there is more than one Holder, such Holders shall act with respect to their 
rights under this Agreement according to the vote of a majority-in-interest.

      5.    EXPENSES OF REGISTRATION. All Registration Expenses incurred in 
connection with any registration, qualification or compliance pursuant to 
this Registration Rights Agreement shall be borne by the Company, and all 
Selling Expenses shall be borne by the Holder.

      6.    REGISTRATION PROCEDURES. In the case of each registration 
effected by the Company pursuant to this Registration Rights Agreement, the 
Company will keep the Holder advised in writing as to initiation of each 
registration and as to the completion thereof.  At its expense, the Company 
will use its reasonable best efforts to:

      (a)   Keep such registration effective for the period ending (i) sixty
      (60) months after the Registration Statement is declared effective by 
      the Commission; or (ii) when the Holders have completed the 
      distribution of the Registrable Securities described in the 
      Registration Statement relating thereto, whichever first occurs; and

      (b)   Furnish such number of prospectuses and other documents incident
      thereto as the Holder from time to time may reasonably request.

                                      5
<PAGE>

      7.    SUSPENSION OF USE OF REGISTRATION STATEMENT. The Holder agrees 
that, upon receipt of any notice from the Company of (A) the happening of any 
event which makes any statements made in the Registration Statement(s) or 
related prospectus(es) filed pursuant to this Registration Rights Agreement, 
or any document incorporated or deemed to be incorporated therein by 
reference, untrue in any material respect or which requires the making of any 
changes in such Registration Statement(s) or prospectus(es) so that, in the 
case of such Registration Statement(s), it will not contain any untrue 
statement of a material fact or omit to state any material fact required to 
be stated therein or necessary to make the statements therein, in light of 
the circumstance under which they were made, not misleading or (B) that, in 
the judgment of the Company's Board of Directors, it is advisable to suspend 
use of the prospectus(es) for a discrete period of time due to pending 
corporate developments which are or may be material to the Company but have 
not been disclosed in the Registration Statement(s) or in relevant public 
filings with the SEC, or (C) the SEC has issued a stop order suspending the 
effectiveness of the Registration Statement(s), the Holder will forthwith 
discontinue disposition of such Shares covered by such Registration 
Statement(s) or prospectus(es) until it is advised in writing by the Company 
that use of the applicable prospectus may be resumed, and has received copies 
of any additional or supplemented filings that are incorporated or deemed to 
be incorporated by reference in such prospectus(es).  The Company shall use 
all reasonable best efforts to insure that the use of the prospectus(es) may 
be resumed as soon as practicable, and in any event shall not be entitled to 
require the Holder to suspend use of the prospectus(es) for more than thirty 
(30) consecutive days on any one occasion, more than forty-five (45) 
consecutive days in the aggregate on two occasions which are not at least 
ninety (90) days apart or more than an aggregate of sixty (60) days in any 
twelve month period.

      8.    INDEMNIFICATION.

      (a)   COMPANY INDEMNITY. The Company will indemnify each of the 
Holders, each of their respective officers, directors, trustees and partners, 
and each person controlling any Holder within the meaning of Section 15 of 
the Securities Act and the rules and regulations thereunder, with respect to 
which registration, qualification or compliance has been effected pursuant to 
this Registration Rights Agreement, and each underwriter, if any, and each 
person who controls, within the meaning of Section 15 of the Securities Act 
and the rules and regulations thereunder, any underwriter, against all 
claims, losses, damages and liabilities (or actions in respect thereof) 
arising out of or based on any untrue statement (or alleged untrue statement) 
of a material fact contained in any prospectus, offering circular or other 
document (including any related Registration Statement, notification or the 
like) incident to any such registration, qualification or compliance, or 
based on any omission (or alleged omission) to state therein a material fact 
required to be stated therein or necessary to make the statements therein not 
misleading, or any violation by the Company of the Securities Act or any 
state securities law or in either case, any rule or regulation thereunder 
applicable to the Company and relating to action or inaction required of the 
Company in connection with any such registration, qualification or 
compliance, and will reimburse each Holder, each of their respective 
officers, directors, trustees and partners, and each person controlling any 
Holder, each such underwriter and each person who controls any 

                                      6
<PAGE>

such underwriter, for any legal and any other expenses reasonably incurred in 
connection with investigating and defending any such claim, loss, damage, 
liability or action, provided that the Company will not be liable in any such 
case to the extent that any such claim, loss, damage, liability or expense 
arises out of or is based on any untrue statement or omission (or alleged 
untrue statement or omission) based upon written information furnished to the 
Company by the Holder or the underwriter and stated to be specifically for 
use therein. The indemnity contained in this Section 8(a) shall not apply to 
amounts paid by the Holders in settlement of any such loss, claim, damage, 
liability or action if such settlement if effected without the consent of the 
Company (which consent will not be unreasonably withheld).

      (b)   HOLDER INDEMNITY. The Holders will, if Registrable Securities 
held by it are included in the securities as to which such registration, 
qualification or compliance is being effected, indemnify the Company, each of 
its directors, officers, partners, and each underwriter, if any, of the 
Company's securities covered by such a registration statement, each person 
who controls the Company or such underwriter within the meaning of Section 15 
of the Securities Act and the rules and regulations thereunder, against all 
claims, losses, damages and liabilities (or actions in respect thereof 
arising out of or based on any untrue statement (or alleged untrue statement) 
of a material fact contained in any such registration statement, prospectus, 
offering circular or other document, or any omission (or alleged omission) to 
state therein a material fact required to be stated therein or necessary to 
make the statement therein not misleading, and will reimburse the Company and 
its directors, officers and partners, underwriters or control persons for any 
legal or any other expenses reasonably incurred in connection with 
investigating or defending any such claim, loss, damage, liability or action, 
in each case to the extent, but only to the extent, that such untrue 
statement (or alleged untrue statement) or omission (or alleged omission) is 
made in such Registration Statement, prospectus, offering circular or other 
document in reliance upon and in conformity with written information 
furnished to the Company by the Holders and stated to be specifically for use 
therein; provided, however, that (i) the obligations of a Holder shall not 
apply to amounts paid in settlement of any such claims, losses, damages or 
liabilities if such settlement is effected without the consent of such Holder 
(which consent shall not be unreasonably withheld) and (ii) the obligation 
each selling Holder shall be limited to an amount equal to the proceeds to 
such Holder from the Registrable Securities sold in connection with such 
registration.

      (c)   PROCEDURE. Each party entitled to indemnification under this 
Section 8 (the "Indemnified Party") shall give notice to the party required 
to provide indemnification (the "Indemnifying Party") promptly after such 
Indemnified Party has actual knowledge of any claims as to which indemnity 
may be sought, and shall permit the Indemnifying Party to assume the defense 
of any such claim in any obligation resulting therefrom, provided that 
counsel for the Indemnifying Party, who shall conduct the defense of such 
claim or any litigation resulting therefrom, shall be approved by the 
Indemnified Party (whose approval shall not be unreasonably withheld), and 
the Indemnified Party may participate in such defense at such party's 
expense, and provided further that the Indemnifying Party shall pay such 
expense if representation of such Indemnified Party by the counsel retained 
by the Indemnifying Party would be inappropriate due 

                                      7
<PAGE>

to actual or potential differing interests between the Indemnified Party and 
any other party represented by such counsel in such proceeding.  The failure 
of any Indemnified Party to give notice as provided herein shall not relieve 
the Indemnifying Party of its obligations under this Section 8 except to the 
extent that the Indemnifying Party is actually prejudiced by such failure to 
provide notice.  No Indemnifying Party, in the defense of any such claim or 
litigation, shall, except with the consent of each Indemnified party, consent 
to entry of any judgment or enter into any settlement which does not include 
as an unconditional term thereof the giving by the claimant or plaintiff to 
such Indemnified Party of a release form all liability in respect to such 
claim or litigation.  Each Indemnified Party shall furnish such information 
regarding itself of the claim in question as an Indemnifying Party may 
reasonably request in writing and as shall be reasonably required in 
connection with the defense of such claim and litigation resulting therefrom.

      9.    CONTRIBUTION. If the indemnification provided for in Section 8 of 
this Registration Rights Agreement is unavailable to the Indemnified Parties 
in respect of any losses, claims, damages or liabilities referred to herein, 
then each such Indemnifying Party, in lieu of indemnifying such Indemnified 
Party, shall contribute to the amount paid or payable by such Indemnified 
Party as a result of such losses, claims, damages or liabilities (i) as 
between the Company on the one hand and the Indemnified Parties on the other, 
in such proportion as is appropriate to reflect the relative benefits 
received by the Company on the one hand and the Indemnified Parties, as the 
case may be, on the other from the offering of the Registrable Securities, or 
(ii) if such allocation is not permitted by applicable law, in such 
proportion as is appropriate to reflect not only such relative benefits but 
also the relative fault of the Company on the one hand and of the Indemnified 
Parties, as the case may be, on the other, in connection with the statements 
or omissions which resulted in such losses, claims, damages or liabilities, 
as well as any other relevant equitable considerations.

      In no event shall the obligation of any Indemnifying Party to 
contribute under this Section 9 exceed the amount that such Indemnifying 
Party would have been obligated to pay by way of indemnification if the 
Indemnification provided for under Section 8(a) or 8(b) of this Registration 
Rights Agreement had been available under the circumstances.

      The Company and the Holders agree that it would not be just and 
equitable if contribution pursuant to this Section 9 were determined by pro 
rata allocation (even if the Indemnified Parties were treated as one entity 
for such purpose) or by any other method of allocation which does not take 
account of the equitable considerations referred to in the immediately 
preceding paragraphs. The amount paid or payable by an Indemnified Party as a 
result of the losses, claims, damages and liabilities referred to in the 
immediately preceding paragraphs shall be deemed to include, subject to the 
eliminations set forth above, any legal or other expenses reasonably incurred 
by such Indemnified Party in connection with investigating or defending any 
such action or claim. Notwithstanding the provisions of this Section 9, no 
Indemnified Party shall be required to contribute any amount in excess of the 
amount by which (i) in the case of the Holder, the net proceeds received by 
the Holder from the sale of Registrable Securities or (ii) in the case of an 

                                      8
<PAGE>

underwriter, the total price at which the Registrable Securities purchased by 
it and distributed to the public were offered to the public exceeds, in any 
such case, the amount of any damages that the Holder or underwriter has 
otherwise been required to pay by reason of such untrue or alleged untrue 
statement or omission or alleged omission.  No person guilty of fraudulent 
misrepresentation (within the meaning of Section 11(f) of the Securities Act) 
shall be entitled to contribution from any person who was not guilty of such 
fraudulent misrepresentation.

      10.   SURVIVAL. The indemnity and contribution agreements contained in 
Sections 8 and 9 of this Registration Rights Agreement and the 
representations and warranties of the Company referred to in Section 2(b)(i) 
of this Registration Rights Agreement shall remain operative and in full 
force and effect regardless of (i) any termination of this Registration 
Rights Agreement or any underwriting agreement, (ii) any investigation made 
by or on behalf of the Company, and (iii) the consummation of the sale or 
successive resales of the Registrable Securities.

      11.   INFORMATION BY THE HOLDER AND ANY UNDERWRITERS. The Holders and 
the underwriters, if any, shall furnish to the Company, within twenty (20) 
business days of the Company's request therefor, such information regarding 
such Holder or underwriters, as the case may be, and the distribution 
proposed by such Holder or underwriters, as the Company may reasonably 
request in writing as shall be reasonably required in connection with any 
registration, qualification or compliance referred to in this Registration 
Rights Agreement.

      12.   TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. This Registration 
Rights Agreement, and the rights and obligations of a Holder hereunder, may 
be assigned by such Holder to any person or entity to which Shares are 
transferred by such Holder, and such transferee shall be deemed a "Holder" 
for purposes of this Registration Rights Agreement; provided that the 
transferee provides written notice of such assignment to the Company.

      13.   MISCELLANEOUS.

      (a)   ENTIRE AGREEMENT. This Registration Rights Agreement contains the 
entire understanding and agreement of the parties with respect to the subject 
matter hereof, and may not be amended, modified or terminated except by a 
written agreement signed by both parties.

      (b)   NOTICES. Any notice or other communication given or permitted 
under this Registration Rights Agreement shall be in writing and shall be 
deemed to have been duly given when delivered personally or by facsimile, 
with a hard copy to follow by overnight delivery by a reputable courier:

      If to the Company, at 47100 Bayside Parkway, Fremont, California 94538, 
Attention: President, Facsimile No: (510) 623-4405, or at such other address 
or addresses as may have been furnished in writing by the Company to the 
Purchasers, with a copy to Andrew J. Hirsch, Esq., Wilson Sonsini Goodrich & 
Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 
94304, Facsimile No. (650) 493-6811;

                                      9
<PAGE>

      If to a Purchaser, at its address set forth in Exhibit A, or at such 
other address or addresses as may have been furnished to the Company in 
writing by such Purchaser, with a copy to Paul P. Brountas, Esq., Hale and 
Dorr LLP, 60 State Street, Boston, Massachusetts 02109, Facsimile No: (617) 
526-5000; or

      If to a Holder other than a Purchaser, at such address or addresses as 
may have been furnished to the Company in writing by such Holder.

      (c)   GENDER OF TERMS. All terms used herein shall be deemed to include 
the feminine and the neuter, and the singular and the plural, as the context 
required.

      (d)   GOVERNING LAW; CONSENT OF JURISDICTION. This Registration Rights 
Agreement and the validity and performance of the terms hereof shall be 
governed by and construed in accordance with the laws of the State of 
California, except to the extent that the law of the State of Delaware 
regulates the Company's issuance of securities.  The parties hereto hereby 
consent to, and waive any objection to the exercise of, personal jurisdiction 
in the State of California with respect to any action or proceeding arising 
out of this Registration Rights Agreement.

      (e)   TITLE. The titles used in this Registration Rights Agreement are 
used for convenience only and are not be to considered in construing or 
interpreting this Registration Rights Agreement.

                   [THE NEXT PAGE IS THE SIGNATURE PAGE]

                                     10
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Registration 
Rights Agreement to be duly executed as of the date first above written.

                                      GATEFIELD CORPORATION


ATTEST                                By: /s/ JAMES R. FIEBIGER
                                          -----------------------------
                                      James R. Fiebiger
                                      Its President and Chief Executive Officer
/s/ DOUGLAS E. KLINT
-------------------------------
Douglas E. Klint
Vice President, General Counsel
and Corporate Secretary

                                       PURCHASERS:

                                       IDANTA PARTNERS LTD.

                                       By: /s/ DAVID J. DUNN
                                           ----------------------------
                                       David J. Dunn, Trustee
                                       Dunn Family Trust
                                       General Partner


                                       DUNN FAMILY TRUST


                                       By: /s/ DAVID J. DUNN
                                           -----------------------------
                                       David J. Dunn, Trustee


                                       PERSCILLA FAILY TRUST


                                       By: /s/ PERSCILLA FAILY
                                           -----------------------------
                                       Perscilla Faily, Trustee
<PAGE>
                                   EXHIBIT A

                              LIST OF PURCHASERS




Idanta Partners Ltd.
4660 La Jolla Village Drive, Suite 850
San Diego, California 91222
Attn:  David J. Dunn
Facsimile No.: (619) 452-2013


Dunn Family Trust
4660 La Jolla Village Drive, Suite 850
San Diego, California 91222
Attn:  David J. Dunn, Trustee
Facsimile No.: (619) 452-2013


Perscilla Faily Trust
4660 La Jolla Village Drive, Suite 850
San Diego, California 91222
Attn:  Perscilla Faily, Trustee
Facsimile No.: (619) 452-2013

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